Csx Corporation · NASDAQ:CSX

Csx — Proxy Contest (June 2008)

47 slides from Csx's proxy contest presentation, Jun 9, 2008

  1. Slide 1: Delivering Superior Value For All Shareholders

    Exhibit 99.1 RiskMetrics Group Forum Presentation Delivering Superior Value For All Shareholders June 2008

  2. Slide 2: CSX Board delivers results; TCI Group puts results at risk

    CSX Board delivers results; TCI Group puts results at risk CSX’s Board & Mgmt. have transformed CSX CSX Board and Management deliver superior into an industry leader performance and leading governance CSX is on target CSX has achieved unprecedented results with to become the best railroad in N. Amer

  3. Slide 3: CSX's Board and Management have transformed CSX into an industry leader

    CSX’s Board and Management have transformed CSX into an industry leader

  4. Slide 4: CSX provides a nation-critical service

    CSX provides a nation-critical service CSX is an integral part of the Boston nation’s infrastructure CSX operates approximately Chicago 21,000 route miles of track New York Serves every major market in the Philadelphia Baltimore eastern U.S., with direct access to Washington all Atlantic and Gulf Co

  5. Slide 5: CSX has delivered superior shareholder value

    CSX has delivered superior shareholder value Total Shareholder Return Outperformed all other Class I rails over a one, two, three, four Rail S&P CSX and five year period Industry 500 1 Year 56% 19% (7%) Outperformed 95% of the S&P 500 since 2005 2 Years 114% 50% 15% Operating margin tied for best of

  6. Slide 6: CSX has nearly doubled margins by building a strong foundation

    CSX has nearly doubled margins by building a strong foundation and driving operational excellence Operational Excellence Strong Foundation Network Realignment and Disciplined Investment in Core Assets Process Excellence Teams and Value Pricing One Plan Implementation One Plan — Resource Alignment As

  7. Slide 7: Operating income nearly tripled since 2003

    Operating income nearly tripled since 2003; Management is driving price, volume and productivity gains Sources of Income Growth Management Action Net Inflation 16% Real Pricing 28% Volume 16% Productivity 40% Sustained, industry leading price above inflation. Volume is up 7% on RTM basis with favora

  8. Slide 8: CSX has delivered superior financial performance

    CSX has delivered superior financial performance 2004-2007 Rank/Company CAGR 39% 1 CSX 39% CAGR 2 UNP 34% 3 CP 32% 4 CNI 24% 5 BNI 22% 6 NSC 20% 7 S&P 500 8% Note: See GAAP Reconciliation for CSX data; peer comparisons based on First Call data.

  9. Slide 9: CSX leads the industry across critical performance measures

    CSX leads the industry across critical performance measures Projected Shareholder Expense Analyst EPS Employee Margin EPS Value Control Safety Expansion Growth Growth Creation per RTM through 2010 Best CSX NSC CSX CSX CSX CSX UNP CSX UNP UNP BNI UNP BNI UNP CNI NSC UNP BNI CP BNI BNI BNI NSC CNI CNI

  10. Slide 10: First quarter results confirm industry-leading momentum

    First quarter results confirm industry-leading momentum 1,240 760 420 410 270 (30) Note: See GAAP Reconciliation for CSX data; peer comparisons based on First Call data.

  11. Slide 11: CSX is on target to become the best railroad in North America

    CSX is on target to become the best railroad in North America

  12. Slide 12: How Tomorrow Moves…

    How Tomorrow Moves… 2008–2010 Guidance is based on: Targets Operating Income 13%–15% CAGR $400M+ of Productivity through 2010 Earnings Per Share 18%–21% 6+% Pricing guidance in 2008 CAGR Operating Margin Near 30% Strategic volume growth in key markets By 2010 Free Cash Flow Exceed $1B CSX creates va

  13. Slide 13: Strategic initiatives to drive record margins

    Strategic initiatives to drive record margins CSX leveraging a foundation Capture strategic growth of excellence to achieve targeted 30% margins Technology – Building the railroad of the future Total Service Integration Proven leaders to meet future business goals Operational Excellence: One Plan, R

  14. Slide 14: CSX to deliver $400M+ of productivity through 2010

    Operational Excellence CSX to deliver $400M+ of productivity through 2010 Key focus area Strategies for achieving targets Network Efficiency/ Continuous focus on plan design efficiency Total Service Integration TSI building reliable and productive service products Technology drives terminal and cust

  15. Slide 15: CSX to continue delivering strong price gains

    Operational Excellence CSX to continue delivering strong price gains CSX has the highest price guidance Drivers of continued in the rail industry for 2008 strong pricing Increasingly reliable service product drives value External factors continue to favor rail Globalization, shifting supply chains,

  16. Slide 16: TSI takes service execution to the next level

    Total Service Integration TSI takes service execution to the next level Total Service Integration initiative aims to achieve: Execution of Total Service Integration will deliver: Longer trains Faster loading/unloading More unit trains 1) Increased capacity to serve Fewer handlings more customers As

  17. Slide 17: Technology drives productivity, reliability, safety

    Advanced Technology Technology drives productivity, reliability, safety Emerging Advanced Technologies Technologies in the pipeline will Positive Train Control and also drive benefits: Locomotive Optimization Ensures optimum safety and plan compliance Wayside Detection Technologies Proactively adjus

  18. Slide 18: Macro trends create an opportunity for CSX Today

    Capture Strategic Macro trends create an opportunity for CSX Growth Key trends favor CSX Today 1) Trucking industry is challenged Highway congestion is bad and getting worse; higher fuel costs and environmental advantage favor rail 2) Global consumption is rising Population growth and globalization

  19. Slide 19: Investments and alliances target long-term growth

    Capture Strategic Investments and alliances target long-term growth Growth Expansion CSX launched the National Gateway New Construction Initiative to connect ports, gateways and Clearances markets through a world-class double-stack network Provides meaningful connections and enables expedited traffi

  20. Slide 20: Continued focus on excellence is expected to achieve industry-leading operating margins

    Continued focus on excellence is expected to achieve industry-leading operating margins 1) Strong Foundation remains in place 2) Operational Excellence delivers results 3) New Initiatives take CSX to the next level CSX can achieve industry-leading margins through consistent, continuous improvement.

  21. Slide 21: Industry-leading operational performance drives significant value to shareholders

    Industry-leading operational performance drives ability to deliver significant value to shareholders 30% 54% 20% 25% 20% 2Q08 dividend dividend dividend dividend dividend increase increase increase increase increase $150M share $500M share $2B share Raised to $3B $3B addl. share buyback buyback buyb

  22. Slide 22: CSX has an aggressive approach to leverage and return of capital

    CSX has an aggressive approach to leverage and return of capital CSX has the most aggressive capital structure of any major Class I railroad Only BBB- rated railroad CSX has a history of returning significant capital to shareholders Repurchased nearly $3 billion of stock since 2006; targeting anothe

  23. Slide 23: CSX's balanced approach is well known and well executed

    CSX’s balanced approach is well known and well executed Growing Free Cash Flow and Improving Return on Invested Capital . . . Capital Share Dividends Investment Buybacks Investing $5B through Nearly tripled the Repurchased nearly 2010 to support quarterly dividend $3B since 2006 long-term growth sin

  24. Slide 24: Key investments will support long-term growth

    Key investments will support long-term growth CSX’s disciplined capital spending is consistent with strategic objectives Economics, scientific modeling and safety drive investment Level of capital investment is in line with industry peers Disciplined capital analysis aims to maximize investment retu

  25. Slide 25: CSX's Board is driving shareholder value creation

    CSX’s Board is driving shareholder value creation

  26. Slide 26: CSX Board expert, diverse and performance driven

    CSX Board expert, diverse and performance driven Michael Ward and nominee John McPherson each have at least 30 Compelling years of railroad experience Transportation Elizabeth Bailey was a key leader in airline deregulation and is Experience nationally recognized as a transportation and economics po

  27. Slide 27: CSX has an exceptional governance foundation

    CSX has an exceptional governance foundation Board comprised entirely of outside directors other than CEO Presiding independent director with delineated duties Annual election of entire board by majority vote No supermajority vote requirements Opted out of anti-takeover statutes No poison pill CSX i

  28. Slide 28: Board and management driving proactive changes

    Board and management driving proactive changes Corporate New Operational Balance Sheet Restructuring Management Improvement Optimization Acquired New York Michael Ward elected ONE Plan implemented Most aggressive capital Central assets of Conrail Chairman & CEO in 2003 during 2004 structure among it

  29. Slide 29: TCI Group could jeopardize CSX's momentum and success

    TCI Group could jeopardize CSX’s momentum and success

  30. Slide 30: TCI Group's demands would impair value

    TCI Group’s demands would impair value Negative Sacrifices Flawed Ignores Credit Proposal LT Potential Assumptions Risk Impacts CSX Status Impacts CSX stock price has Leveraged significantly exceeded Buyout proposed LBO price Repurchased nearly $3B Annual stock since 2006; further $3B buyback of 20%

  31. Slide 31: CSX is investing for growth; TCI Group prefers to freeze all investments

    CSX is investing for future strategic growth; TCI Group prefers to freeze all investments & take CSX debt to junk CSX TCI Group Invested in Southeast TCI Group has advocated that “it Expressway to support capacity is prudent to freeze expansion expansion in key growth markets capex.” TCI Founding Pa

  32. Slide 32: TCI Group's $2.2B productivity claim for CSX is flawed

    TCI Group’s $2.2B “productivity” claim for CSX is flawed TCI Group Est. “Opportunity” Source Value Flaw to TCI Group Analysis Increase cars per train $900MBenefits solely derived from volume growth. Increase velocity $40MImpact overstated. Velocity exceeds NS in nearly all markets. Reduce dwell $200

  33. Slide 33: TCI Group brings poor track record, minimal experience

    TCI Group brings poor track record, minimal experience Christopher Hohn Demands for CSX, if implemented, could have impaired shareholder value. Made statements raising significant regulatory concerns in Washington. No U.S. public board experience. Resigned from a UK board amid allegations of conflic

  34. Slide 34: Others don't think TCI Group's slate is world-class

    Others don’t think TCI Group’s slate is world-class On Christopher Hohn : “The interlude with Hohn was nerve-wracking, especially because he would say one thing one day and another the next…His demands changed quicker than the time of day.” Former Deutsche Börse CEO Werner Seifert, writing in “Invas

  35. Slide 35: CSX believes dissidents would not add value to the Board

    CSX believes dissidents would not add value to the Board TCI Group nominees fail to represent the best interests of all shareholders TCI Group’s desire to leverage CSX’s balance sheet to create a fast exit opportunity is not in the best interest of the company or its shareholders Credit default swap

  36. Slide 36: Closing Remarks

    Closing Remarks

  37. Slide 37: CSX Board delivers results; TCI Group puts results at risk

    CSX Board delivers results; TCI Group puts results at risk CSX’s Board & Mgmt. have transformed CSX CSX Board and Management deliver superior into an industry leader performance and leading governance CSX is on target CSX has achieved unprecedented results with to become the best railroad in N. Amer

  38. Slide 38: Based on all criteria, the CSX Board should be re-elected

    Based on all criteria, the CSX Board should be re-elected Superior stock price performance Significant return of capital to shareholders Superior performance relative to competitors Concrete plan for future performance enhancement Aggressive capital structure Strong governance standards Engaged boar

  39. Slide 39: Appendix and GAAP Reconciliation

    Appendix and GAAP Reconciliation

  40. Slide 40: Highly experienced, qualified and independent CSX Board

    Highly experienced, qualified and independent CSX Board Director Company / Position Experience Key Accomplishments Michael J. Ward CSX: Chairman, President & CEO Drove superior stock performance, nearly tripled dividends, targeting nearly $6 billion of buybacks Chairman Association of American Railr

  41. Slide 41: Highly experienced, qualified and independent CSX Board

    Highly experienced, qualified and independent CSX Board Director Company / Position Experience Key Accomplishments Steven T. Halverson The Haskell Company: President & CEO Nearly doubled revenues since becoming CEO of the design-build company, positioning the Construction Industry Roundtable: Direct

  42. Slide 42: Highly experienced, qualified and independent CSX Board

    Highly experienced, qualified and independent CSX Board Director Company / Position Experience Key Accomplishments Frank S. Royal SunTrust Bank: Director As an active member of the compensation committees of corporate boards, has been a major Dominion Resources: Director advocate of tying management

  43. Slide 43: Proxy Statement Disclosure

    Proxy Statement Disclosure Important Information In connection with the 2008 annual meeting of shareholders, CSX Corporation ("CSX") has filed with the SEC and mailed to shareholders a definitive Proxy Statement dated April 25, 2008. Security holders are strongly advised to read the definitive Proxy

  44. Slide 44: Forward-Looking Disclosure

    Forward-Looking Disclosure This presentation and other statements by the company contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act with respect to, among other items: projections and estimates of earnings, revenues, cost-savings, expenses, or other

  45. Slide 45: GAAP Reconciliation Disclosure

    GAAP Reconciliation Disclosure CSX reports its financial results in accordance with generally accepted accounting principles (“GAAP”). However, management believes that certain non-GAAP financial measures used to manage the company’s business that fall within the meaning of Regulation G (Disclosure

  46. Slide 46: GAAP Reconciliation to comparable results

    GAAP Reconciliation to comparable results Q108 Dollars in millions 2003 2004 2005 2006 2007 Q108 LTM* Operating Revenue $ 7,573 $ 8,040 $ 8,618 $ 9,566 $ 10,030 $ 2,713 $ 10,321 Operating Expense 7,058 7,043 7,062 7,417 7,770 2,087 7,920 Less Pretax Gain on - - - (168) (27) (2) (11) Insurance Recove

  47. Slide 47: GAAP Reconciliation to comparable results

    GAAP Reconciliation to comparable results 2004 2005 2006 2007 Diluted EPS From Continuing Operations $ 0.94 $ 1.59 $ 2.82 $ 2.74 Less Gain on Insurance Recoveries - - (0.22) (0.04) Less Gain on Conrail Property (0.04) - (0.06) - Less Income Tax Benefits - (0.16) (0.32) - Plus Debt Repurchase Expense

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